AVP Avon Products Inc

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 is being filed in order to register an additional 5,000,000 shares of the common stock, par value $0.25 per share, of Avon Products, Inc. (the “Company”), that may be awarded under the Avon Products, Inc. 2016 Omnibus Incentive Plan (Amended and Restated Effective May 16, 2019), which are securities of the same class and relate to the same employee benefit plan as those shares registered on the Company’s Registration Statement on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on May 26, 2016 (Registration No. 333-211651), which is hereby incorporated by reference.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the 1933 Act, and the introductory note to Part I of Form S-8.  The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this Registration Statement as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

The following documents filed with the Commission by the Company pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), are incorporated herein by reference:

	(1)	The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Commission on February 21, 2019 (including, for the avoidance of doubt, information specifically incorporated by reference in the Company’s Form 10-K from the Company’s Definitive Proxy Statement for its 2019 Annual Meeting of Shareholders, filed with the Commission on April 2, 2019).
	(2)	The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.
	(3)	The Company’s Current Reports on Form 8-K (excluding any information and exhibits furnished under either Item 2.02 and Item 7.01 thereof) filed with the Commission on January 8, 2019 , January 9, 2019 , January 30, 2019 , February 14, 2019 , February 22, 2019 , March 4, 2019 , March 19, 2019 , April 2, 2019 , April 25, 2019 , May 1, 2019 and May 17, 2019 .
	(4)	All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the 1934 Act since December 31, 2018.
	(5)	The description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A , dated March 18, 1998, as amended.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents. Notwithstanding the foregoing, the Company is not incorporating any document or other information furnished and not filed in accordance with Commission rules.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 5.  Interest of Named Experts and Counsel.

Ginny Edwards, Esq., Vice President, Interim General Counsel & Corporate Secretary, has given her opinion about certain legal matters affecting the shares of the Company’s common stock registered under this Registration Statement.  Ms. Edwards is eligible to participate in the Avon Products, Inc. Amended and Restated 2016 Omnibus Incentive Plan and owns, or has the right to acquire, a number of shares of the Company’s common stock which represents less than 1% of the total outstanding common stock of the Company.